EXHIBIT 10.3

                                 ROI CORPORATION
                        COMMON STOCK LONG TERM INCENTIVE
                                STOCK OPTION PLAN

     1.  PURPOSE.  This  Plan as  authorized  by the  shareholders  of Return On
Investment  Corporation  d/b/a ROI Corporation (the "Company") on July 26, 2000,
and  adopted by the Board of  Directors  as of August 10,  2000,  is intended to
provide an incentive to employees of the Company to encourage them to own Common
Stock of the Company and to encourage  them to remain in the  employment  of the
Company.

     2. DEFINITIONS. As used herein, the following definitions apply:

     (a) "BOARD" means the Board of Directors of the Company.

     (b) "CAUSE" means (i) conduct of an Employee amounting to fraud, dishonest,
gross negligence,  willful  misconduct or excessive  absences from work, or (ii)
violating or engaging in activities prohibited by any confidentiality  agreement
or other written agreement entered into between the Company and an Employee,  or
(iii) conviction for a felony.

     (c) "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

     (d) "DISABILITY" means any illness or other physical or mental condition of
an Employee  which  renders the  Employee  incapable  of  performing  his or her
customary  and usual  duties  for the  Company,  or any  medically  determinable
illness,  or other physical or mental condition  resulting from a bodily injury,
disease or mental  disorder which in the judgment of the Stock Option  Committee
("Committee")  is permanent and continuous in nature.  The Committee may require
such  medical or other  evidence as it deems  necessary  to judge the nature and
permanency of the Employee's condition.

     (e) "COMMON STOCK" means the common stock, $.01 par value, of the Company.

     (f) "COMPANY" means Return On Investment Corporation d/b/a ROI Corporation,
a Delaware corporation.

     (g) "COMMITTEE" means the Stock Option Committee if one is appointed by the
Board in accordance with Paragraph (a) of Section 4 of the Plan.

     (h) "CONTINUOUS EMPLOYMENT" or "CONTINUOUS STATUS AS AN EMPLOYEE" means the
absence of any  interruption  or  termination  of  employment  of an Employee by
either the Employee or by the Company or any Parent or Subsidiary of the Company
whether or not such Parent or Subsidiary now exists or hereafter is organized or
acquired by or acquires the Company. Continuous Employment is not interrupted in
the case of transfers  between  locations of the Company or between the Company,
its Parent, its Subsidiaries or its successor.

     (i)  "DISPOSITION"  means any  transfer,  whether  outright or as security,
inter  vivos  or  testamentary,  with or  without  consideration,  voluntary  or
involuntary,  of all or any part of any right, title or interest  (including but
not limited to voting rights) in or to any Shares.

     (j) "EMPLOYEE" means (i) any person,  including an officer or director, who
is an Employee of the Company for  withholding  tax and FICA tax purposes or who
is an  employee  for such  purposes of any Parent or  Subsidiary  of the Company
which now exists or  hereafter  is  organized  or acquired  by or  acquires  the
Company, (ii) any member of the Board of Directors of the Company, and (iii) any
member of any committee of the Board of Directors of the Company.

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     (k) "OPTION" means a stock option granted pursuant to the Plan.

     (l) "OPTIONS" means the aggregate of each and every option granted pursuant
to the Plan.

     (m)  "OPTION  PRICE"  means the  option  price for the  Shares to be issued
pursuant to any Option  granted  under the Plan as set forth in Section 8 of the
Plan.

     (n) "OPTIONED  SHARES" means stock subject to an option granted pursuant to
this Plan.

     (o) "OPTIONEE" means an Employee who receives an Option.

     (p) "PARENT" means a "parent  corporation"  which is any corporation (other
than the Company) in an unbroken chain of  corporations  ending with the Company
if, at the time of the granting of the Option,  each of the  corporations  other
than the Company owns stock  possessing fifty (50%) percent or more of the total
combined  voting power of all classes of stock in one of the other  corporations
in such chain.

     (q) "PLAN" means the ROI Corporation Common Stock Long Term Incentive Stock
Option Plan, as amended from time to time.

     (r) "SHARE"  means a share of the Common Stock of the Company,  as adjusted
in accordance with Section 11 of the Plan.

     (s)  "SHARES"  means the  aggregate  of each and every  Share of the Common
Stock of the Company, as adjusted in accordance with Section 11 of the Plan.

     (t) "SHAREHOLDER" means a holder of Shares.

     (u) "SHAREHOLDERS" means holders of Shares.

     (v) "SUBSIDIARY" means a "subsidiary  corporation" which is any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Option,  each of the corporations
other than the last  corporation  in the  unbroken  chain owns stock  possessing
fifty (50%) percent or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

     (w)  "VEST" or  "VESTED"  means for an  Option  or  Options  to pass to the
control of and to become fixed as property in the possession of an Optionee.

     3. STOCK  SUBJECT TO THE PLAN.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of shares which may be optioned and sold
under the Plan is One Million  (1,000,000)  shares of Common Stock.  Such shares
may be authorized but unissued, or may be treasury shares.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been  terminated,  become available for other
Options granted under the Plan.

     4. ADMINISTRATION OF THE PLAN.

     (a) PROCEDURAL  RULES.  The Plan shall be  administered  by the Board.  The
Board may appoint a Committee  consisting of not less than three (3) members who
may or may not be members of the Board to  administer  the Plan on behalf of the
Board,  subject  to such  terms  and  conditions  as the  Board  may  prescribe;
provided,  however, if the Company has a Chief Executive Officer,  one member of
the  Committee  shall  be the  Chief  Executive  Officer  of the  Company.  Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board.  From time to time,  the Board may increase the size of the Committee and
appoint additional  members thereof,  remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies

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however caused and remove all members of the Committee and, thereafter, directly
administer  the Plan.  A majority of the entire  Committee  shall  constitute  a
quorum and the action of a majority  of the  members  present at any  meeting at
which a quorum is  present  shall be deemed  the  action  of the  Committee.  In
addition,  any decision or determination reduced to writing and signed by all of
the members of the Committee  shall be fully as effective as if it has been made
by a majority vote at a meeting duly called and held.  The Committee may appoint
a  secretary  to keep  minutes  of its  meetings  and may make  such  rules  and
regulations for the conduct of its business as it deems advisable.

     If no  Committee  has been  appointed,  members of the Board who are either
eligible  for  Options  or have been  granted  Options  may vote on any  matters
affecting the administration of the Plan or the grant of any Options pursuant to
the Plan except that no such member shall act upon the granting of any Option to
himself or  herself,  but any such  member may be  counted  in  determining  the
existence  of a quorum at any meeting of the Board  during which action is taken
with respect to the granting of Options to him or her.

     If a Committee has been  appointed,  the members of the Committee  shall be
eligible to receive Options.

     As hereinafter used in this Plan and in any Option granted  hereunder,  the
term  "Committee"  shall  refer  to  either  the  Committee  or the  Board if no
Committee is then designated.

     (b) POWERS OF THE  COMMITTEE.  Subject to the  provisions of the Plan,  the
Committee shall have authority:  (i) to determine the Employees to whom, and the
time or times at which Options shall be granted,  and the number of shares to be
represented  by each Option;  (ii) to interpret  the Plan;  (iii) to  prescribe,
amend and rescind rules and regulations  relating to the Plan; (iv) to determine
the terms and  provisions of each Option  granted under the Plan (which need not
be identical) and, with the consent of the holder thereof,  modify or amend each
Option; (v) to accelerate any exercise date of any Option; (vi) to authorize any
person to execute on behalf of the Company any instrument required to effectuate
the grant of an Option  previously  granted  by the  Committee;  (vii) to permit
payment by the Company to an Optionee  delivering shares to the Company at their
then book value;  (viii) to authorize  loans or cash bonus  compensation  to any
Optionee in  connection  with the grant or  exercise of any Option;  and (ix) to
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration of the Plan.

     (c) EFFECT OF  COMMITTEE'S  DECISION.  All  decisions,  determinations  and
interpretations of the Committee shall be final and binding on all Optionees and
other holders of any Options granted under this Plan.

     5.  ELIGIBILITY.  Options  may  be  granted  only  to (i)  Employees,  (ii)
individuals  who were Employees  within the  immediately  preceding  twelve (12)
months  of the grant of the  Option,  and (iii)  individuals  to whom  offers of
employment  with the Company have been made with such Options  being  contingent
upon  employment  with the Company.  Any Employee who has been granted an Option
may, if he or she is  otherwise  eligible,  be granted an  additional  Option or
Options.

     6. TERM OF PLAN.  The Plan shall become  effective upon its adoption by the
Board or its  approval by vote of the  holders of a majority of the  outstanding
Shares of the Company entitled to vote on the adoption of the Plan, whichever is
earlier.  It shall  continue in effect  until  August 10,  2010,  unless  sooner
terminated  under Section 13 of the Plan. No Option may be issued after the Plan
is terminated.

     7. TERM OF OPTION. The term of each Option granted under the Plan shall not
be in excess of ten (10) years from the date of grant thereof.

     8. OPTION PRICE.  The option price for the Shares to be issued  pursuant to
any Option  granted  under the Plan shall be  determined by the Committee at the
time the Option is granted.

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     9. VESTING AND EXERCISE OF OPTION.

     (a)  PROCEDURE OF VESTING AND  EXERCISE.  Any Option  granted  hereunder is
Vested  and is  exercisable  at such  times and  under  such  conditions  as are
permissible  under the terms of the Plan and of the particular Option granted to
an Optionee.

     An Option is not Vested and is not be exercisable for fractional Shares.

     An Option is exercised  when written notice of such exercise has been given
to the Company in accordance with the terms of the Option by the person entitled
to exercise  the Option and full payment of the Shares with respect to which the
Option is exercised has been received by the Company.  Until the issuance of the
stock  certificates  (as evidenced by the appropriate  entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote
or receive dividends or any other rights as a stockholder exists with respect to
Optioned Shares  notwithstanding  the exercise of the Option. No adjustment will
be made for a dividend or other rights for which the record date is prior to the
date the stock  certificates  are issued except as provided in Section 11 of the
Plan.

     (b) EXERCISE DURING EMPLOYMENT OR FOLLOWING DEATH OR DISABILITY.  An Option
may be  exercised  by the  Optionee  only  while he or she is an  Employee  and,
provided  he or she is not  terminated  for  Cause,  for a period  not to exceed
ninety (90) days from the date of termination of his or her Continuous Status As
An Employee,  except if his or her Continuous Employment terminates by reason of
his or her death or disability,  then to the extent that the Optionee would have
been  entitled to exercise the Option  immediately  prior to his or her death or
disability,  such Option of the  deceased or disabled  Optionee may be exercised
during the period the Option  would have been  exercisable  if the  deceased  or
disabled Optionee had not died or become disabled and had remained in Continuous
Employment  and for a period of three  hundred  sixty-five  (365)  days from the
death or disability of the Optionee,  by the person or persons (including his or
her  estate) to whom his or her rights  under such  Option  shall have passed by
will or by laws of descent and distribution.

     10.  NON-TRANSFERABILITY  OF OPTIONS.  An Option may not be sold,  pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised,  during the
lifetime of the Optionee, only by such Optionee.

     11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     (a)  ADJUSTMENT  OF NUMBER OF SHARES.  Upon each  adjustment  of the Option
Price as  provided  in Section  11(b) of the Plan,  the  Optionee is entitled to
purchase,  at the Option Price  resulting  from such  adjustment,  the number of
Shares obtained by multiplying the Option Price in effect  immediately  prior to
such  adjustment  by the  number  of  Shares  purchasable  pursuant  to the Plan
immediately  prior to such  adjustment  and dividing the product  thereof by the
Option Price resulting from such adjustment.

     (b)  ADJUSTMENT  OF OPTION  PRICE.  The  Option  Price  shall be subject to
adjustment from time to time as follows:

          (i) If,  at any time  during  the term of an  Option  as set  forth in
          Section 7 of the Plan, the number of shares of Common Stock issued and
          outstanding  is  increased  by a stock  dividend  payable in shares of
          Common  Stock or by a  subdivision  or  split-up  of  shares of Common
          Stock,  then,  immediately  following  the  record  date fixed for the
          determination  of holders of Common  Stock  entitled  to receive  such
          stock  dividend,  subdivision  or  split-up,  the Option  Price  shall
          decrease in proportion to such increase in outstanding  shares and the
          number of such Shares  issuable  upon the  exercise of an Option shall
          increase in proportion to such increase in outstanding shares.

          (ii) If,  at any time  during  the term of an  Option  as set forth in
          Section 7 of the Plan, the number of shares of Common Stock issued and
          outstanding is decreased by a combination of the outstanding shares of
          Common  Stock,  then,  immediately  following the record date for such
          combination,  the Option Price shall  increase in  proportion  to such
          decrease in outstanding shares and the number of

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          Shares  issuable  upon the  exercise  of an Option  shall  decrease in
          proportion to such decrease in outstanding shares.

          (iii) In case,  at any time  during the term of an Option as set forth
          in  Section  7 of the  Plan,  of any  capital  reorganization,  or any
          reclassification  of the stock of the Company  (other than a change in
          par  value or from par  value to no par  value or from no par value to
          par value or as a result of a stock dividend or subdivision,  split-up
          or  combination  of  shares),  or the  consolidation  or merger of the
          Company with or into another  corporation  (other than a consolidation
          or merger in which the Company is the  continuing  operation and which
          does not result in any  change in the Common  Stock) or of the sale of
          all or  substantially  all the properties and assets of the Company as
          an  entirety  to  another  person,   the  Options  shall,  after  such
          reorganization,  reclassification,  consolidation,  merger or sale, be
          exercisable  for the  kind  and  number  of  shares  of stock or other
          securities or property of the Company or of the corporation  resulting
          from such  consolidation  or  surviving  such  merger or to which such
          properties  and assets shall have been sold to which such holder would
          have been  entitled if he had held the Shares which he would have held
          had he exercised the Options immediately prior to such reorganization,
          reclassification, consolidation, merger or sale.

          (iv)  Whenever  the number of Shares or the amount of the Option Price
          shall be adjusted as  provided in this  Section 11, the Company  shall
          forthwith  mail a notice  setting forth the adjusted  Option Price and
          the adjusted  number of Shares then  purchasable  under Options to the
          holders  of the  Options at their  address  as it shall  appear on the
          registration  records of the  Company,  but failure to give or receive
          such notice, or any defects therein, or in the mailing thereof,  shall
          not affect such adjustment in the number of Shares or in the amount of
          the  Option  Price.  Where  appropriate,  such  notice may be given in
          advance  and may be  included  as part of the  notice  required  to be
          mailed under the provisions of this Section 11(b)(vi) of the Plan.

          (v)  Adjustments  made  pursuant to Sections  11(b)(i) and (ii) of the
          Plan shall be made on the date such dividend, subdivision, split-up or
          combination,  as the case may be, is made, and shall become  effective
          at the opening of  business on the  business  day next  following  the
          record date for the  determination  of  stockholders  entitled to such
          dividend, subdivision, split-up or combination.

          (vi) In the event the Company  shall propose to take any action of the
          types described in Sections  11(b)(i),  (ii) or (iii) of the Plan, the
          Company  shall give notice to the holders of the Options in the manner
          set forth in Section 11(b)(iv) of the Plan, which notice shall specify
          the record date,  if any, with respect to any such action and the date
          on which such action is to take place. In the case of any action which
          would require the fixing of a record date,  such notice shall be given
          at least twenty (20) days prior to the date so fixed,  and in the case
          of all other  action,  such notice shall be given at least thirty (30)
          days prior to the taking of such proposed action. Failure to give such
          notice,  or any  defect  therein,  shall not affect  the  legality  or
          validity of any such action.

          (vii) In any case in which the  provisions  of this  Section 11 of the
          Plan  shall  require  that  an  adjustment   shall  become   effective
          immediately  after a record date for an event,  the Company may defer,
          until the  occurrence of such event,  issuing to the holders of all or
          any part of the Options which are exercised after such record date and
          before the  occurrence of such event any  additional  Shares  issuable
          upon such exercise by reason of the adjustment  required by such event
          over and above the Shares  issuable upon such  exercise  before giving
          effect to such adjustment;  provided,  however, that the Company shall
          deliver  to such  holders a due bill or other  appropriate  instrument
          evidencing such holder's right to receive such additional  Shares upon
          the occurrence of the event requiring such adjustment.

     12. TIME OF GRANTING OPTIONS. The date of grant of an Option under the Plan
is the date on which the Committee makes the determination granting such Option;
a notice of the  determination is to be given to each Employee to whom an Option
is so granted within a reasonable time after the date of such grant.

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     13.  AMENDMENT  AND  TERMINATION  OF THE  PLAN.  The Board may not amend or
terminate  the Plan  without the  affirmative  vote of a majority of the Options
granted as such  granted  Options  are voted by the holders  thereof,  each such
granted Option to acquire a Share  permitting the holder thereof to one vote for
each such  granted  Option to acquire a Share held by such  holder.  The Options
granted  only have the right to vote with  respect to the  matters  set forth in
this  Section 13 and the Options have no right to vote with respect to any other
matters whatsoever.

     14.  CONDITIONS  UPON  ISSUANCE OF SHARES.  Shares shall not be issued with
respect to an Option  granted  under the Plan unless the exercise of such Option
and the issuance and delivery of such Shares pursuant  thereto shall comply with
all relevant  provisions of law, including,  without limitation,  the Securities
Act of 1933, as amended,  the Securities  Exchange Act of 1934, as amended,  the
rules and regulations promulgated thereunder,  and the requirements of any stock
exchange upon which the shares may then be listed,  and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

     As a condition to the  exercise of any Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that:

     (a)  The Shares are being  purchased for such person's own account  without
          the participation of any other person,  with the intent of holding the
          Shares  for  investment  and  without  the  intent  of  participating,
          directly or indirectly, in a distribution of the Shares and not with a
          view to, or for resale in connection  with,  any  distribution  of the
          Shares  or any  portion  thereof,  nor is  such  person  aware  of the
          existence of any distribution of the Company's securities;

     (b)  Such person is not acquiring the Shares based upon any representation,
          oral or written, by any person with respect to the future value of, or
          income from, the Shares but rather upon an independent examination and
          judgment as to the prospects of the Company;

     (c)  The  Shares  were not  offered  to such  person  by means of  publicly
          disseminated  advertisements or sales  literature,  nor is such person
          aware of any offers made to other persons by such means.

     The person  exercising  an Option must further  acknowledge  that he or she
must continue to bear the economic  risk of the  investment in the Shares for an
indefinite  period and  recognizes  that the Shares may not be (i) sold  without
registration  under any state or federal  law  relating to the  registration  of
securities  for sale;  (ii) issued and sold in reliance  on the  exemption  from
registration under the applicable  securities act of any state,  including,  but
not limited to, the Georgia  Securities  Act of 1973,  as amended  (the  "Act"),
provided by Section ((m) (now codified as O.C.G.A.  Section  10-5-9(13))  of the
Act;  and (iii) issued and sold in reliance on an  exemption  from  registration
under  applicable  state  law;  and  (iv)  issued  and sold in  reliance  on the
exemption  from  registration  under the Securities Act of 1933 (the "1933 Act")
provided by Section 4(2) of the 1933 Act.

     As a  condition  to the  exercise  of any  Option,  the Company may further
require  the  person  exercising  such  Option  to agree at the time of any such
exercise as follows:

     (d)  The Shares will not be offered  for sale,  sold or  transferred  other
          than pursuant to (i) an effective  registration  under the Act or in a
          transaction  which is otherwise in  compliance  with the Act;  (ii) an
          effective  registration under applicable state law or in a transaction
          which is otherwise in compliance with  applicable  state law; (iii) an
          effective  registration  under  the  1933  Act  or  in  a  transaction
          otherwise  in  compliance   with  the  1933  Act;  and  (iv)  evidence
          satisfactory   to  the  Company  of  compliance  with  the  applicable
          securities laws of other jurisdictions.  The Company shall be entitled
          to rely upon an opinion of counsel  satisfactory to it with respect to
          compliance with the above laws;

     (e)  The Company will be under no  obligation  to register the Shares or to
          comply with any  exemption  available  for sale of the Shares  without
          registration, and the information or conditions necessary to

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          permit  routine  sales of  securities of the Company under Rule 144 of
          the 1933 Act are not now  available  and no  assurance  has been given
          that they will become available. The Company is under no obligation to
          act in any manner so as to make Rule 144 available with respect to the
          Shares;

     (f)  The Company  may, if it so desires,  refuse to permit the  transfer of
          the Shares  unless the  request  for  transfer  is  accompanied  by an
          opinion  of counsel  acceptable  to the  Company  to the  effect  that
          neither  the  sale  nor  the  proposed  transfer  will  result  in any
          violation  of the  1933  Act  or  the  securities  laws  of any  other
          jurisdiction;

     (g)  A legend  indicating  that the Shares have not been  registered  under
          such laws and referring to the  restrictions  on  transferability  and
          sale of the Shares may be placed on the  certificate  or  certificates
          delivered  to the  undersigned  or any  substitute  therefor  and  any
          transfer agent of the Company may be instructed to require  compliance
          therewith.

     15. RESERVATION OF SHARES.  The Company,  during the term of the Plan, will
at all  times  reserve  and keep  available,  the  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     Inability  of the  Company  to  obtain  from  any  regulatory  body  having
jurisdiction  authority  deemed by the Company's  counsel to be necessary to the
lawful  issuance and sale of any Shares  hereunder  shall relieve the Company of
any liability in respect to the  non-issuance or sale of such Shares as to which
such requisite authority shall not have been obtained.

     16. LIABILITY OF COMPANY.  The Company,  its Parent or any Subsidiary which
is in  existence or hereafter  comes into  existence,  shall not be liable to an
Optionee  or other  person if it is  determined  for any reason by the  Internal
Revenue Service or any court of competent jurisdiction that any Options intended
to be Incentive Stock Options granted hereunder are not Incentive Stock Options.

     17. EFFECT OF PLAN ON ASSOCIATION. Neither the adoption of the Plan nor the
granting of any Option pursuant to it shall be deemed to create any right in any
individual  to be retained or continued in  association  with the Company nor to
affect in any way any provision  concerning  termination of such  association in
any contract between such individual and the Company.

     18. INDEMNIFICATION AND EXCULPATION.  Each person who is or shall have been
a member of the Board or of the Committee shall be indemnified and held harmless
by the Company against expenses actually and necessarily  incurred by him or her
in connection with the defense of any action,  suit or proceeding in which he or
she may be or become a party by reason of any  action  taken or  failure  to act
under this Plan and against  and from any and all amounts  paid by him or her in
settlement  thereof (with the Company's  written approval) or paid by him or her
in satisfaction of a judgment in any such action, suit or proceeding,  except in
relation to matters as to which he or she is adjudged  in such  action,  suit or
proceeding to be liable for negligence or misconduct in the  performance of duty
and to such matters  settled by agreement  predicated  on the  existence of such
liability;  subject,  however, to the condition that upon the institution of any
claim,  action, suit or proceeding against him or her, he or she must in writing
give the Company an  opportunity,  at its own expense,  to handle and defend the
same  before  he or she  undertakes  to handle  and  defend it on his or her own
behalf.  The foregoing  right of  indemnification  shall not be exclusive of any
other  right  to  which  such  person  may be  entitled  as a  matter  of law or
otherwise,  or any power that the  Company may have to  indemnify  him or her or
hold him or her harmless.

     Each member of the Board or of the Committee, and each officer and Employee
of the  Company is fully  justified  in relying or acting in good faith upon any
information  furnished in connection with the administration of this Plan by any
appropriate  person or persons other than himself or herself.  In no event shall
any person who is or shall have been a member of the Board or of the  Committee,
or an officer or Employee  of the  Company be held liable for any  determination
made or other action taken or any  commission  to act in reliance  upon any such
information,  or for any action (including the furnishing of information)  taken
or any failure to act, if in good faith.

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     19. USE OF  PROCEEDS.  The  proceeds  received  from the sale of the Common
Stock pursuant to the Plan will be used for general corporate purposes.

     Adopted as of this 10th day of August, 2000, by the undersigned,  being all
of the Directors of the Company.



/S/ JOHN W. MCROBERTS      (SEAL)       /S/ CHARLES A. MCROBERTS  (SEAL)
---------------------------------       --------------------------------
John W. McRoberts                       Charles A. McRoberts



/S/ CHARLES PECCHIO, JR.   (SEAL)       /S/ GLENN E. COHEN        (SEAL)
---------------------------------       --------------------------------
Charles Pecchio, Jr.                    Glenn E. Cohen

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